James Benson
About James P. Benson
James P. Benson is an independent director of Zeo Energy Corp. with approximately 37 years of venture capital/private equity, investment banking, financial advisory, and commercial banking experience, and is a founding partner of Energy Spectrum focused on energy investments . He holds a B.S. from the University of Kansas and an MBA in Finance from Texas Christian University . He is 65 years old as of June 6, 2025 . He was nominated for re-election at the August 5, 2025 annual meeting and was elected by a substantial margin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy Spectrum | Founding Partner; oversees sourcing, evaluation, negotiation, financing, monitoring, firm management and strategy | Since 1996 (co-founder) | Extensive energy industry relationships; director on multiple portfolio company boards |
| R. Reid Investments Inc. | Managing Director | Ten years prior to 1996 | Energy-related private placements of debt/equity, A&D transactions |
| InterFirst Bank Dallas | Commercial Banking (energy financings and recapitalizations) | Four years early career | Energy financings and financial recapitalizations |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Energy Spectrum portfolio companies | Director | Current | Multiple portfolio boards (specific entities not disclosed) |
| Public company boards (prior) | Director | Past | Has been on two public boards (names not disclosed) |
| ESGEN LLC (SPAC sponsor/holder) | Manager (with Michael C. Mayon and Andrea Bernatova) | Current | Managers each disclaim beneficial ownership over ESGEN LLC’s securities absent pecuniary interest |
Board Governance
- Independence: The Board determined Benson is “independent” under Nasdaq rules .
- Committees:
- Audit Committee member; Audit Committee chaired by Dr. Abigail M. Allen .
- Compensation Committee member; Compensation Committee chaired by Neil Bush .
- Attendance: Each director attended at least 75% of Board/committee meetings in FY2024 .
- Committee activity:
- Board met 4 times in FY2024 .
- Audit Committee met 6 times per one disclosure and is also noted as having held 7 meetings in FY2024 (proxy contains both figures) .
- Compensation Committee met once in FY2024 .
- Election results (Aug 5, 2025): Votes For 47,329,779; Withheld 6,926; Broker Non-Votes 299,811 .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Meeting Fees ($) |
|---|---|---|---|
| 2024 | Not disclosed; proxy states directors “did not receive any other fees” in 2024 (Benson not listed in the director compensation table) | Not disclosed | Not disclosed |
- The 2024 proxy’s Director Compensation Table lists stock awards only for three directors (Allen, Bush, Jacobs); Benson does not appear in the 2024 director compensation table, and no cash fees are disclosed for any director in 2024 .
Performance Compensation
| Year | Equity Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|---|
| 2024 | None disclosed for Benson | — | — | — | — |
- Peer context: On September 13, 2024, three directors (Allen, Bush, Jacobs) each received 10,000 Class A shares valued at $1.75 ($17,500 total) and no other director fees; Benson is not included in this table for 2024 .
- Plan governance: Awards to non-employee directors under the 2024 Omnibus Incentive Plan are subject to a clawback policy and annual limits per compensation policy, with Board-authorized exceptions permitted; award types include RSUs, restricted stock, options, SARs and other equity-based awards .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| ESGEN LLC | Manager (ESGEN LLC is a significant holder: 4,035,817 Class A; 1,500,000 Class V) | As a manager of an entity that holds Zeo securities, Benson is disclosed to disclaim beneficial ownership absent pecuniary interest; independence under Nasdaq affirmed by the Board |
| LHX Intermediate, LLC | Significant stockholder (8,080,000 Class A) | Not linked to Benson; included for context on major holders |
| Energy Spectrum portfolio companies | Director roles | Not specified; general industry ties may provide network benefits and potential information flow |
Expertise & Qualifications
- Energy finance and private equity expertise spanning ~37 years; founding partner of Energy Spectrum .
- Prior experience in energy-related private placements and A&D (R. Reid Investments); commercial banking in energy (InterFirst Bank) .
- Education: B.S., University of Kansas; MBA (Finance), Texas Christian University .
- Audit/Compensation committee service at Zeo confirms governance literacy; Audit Committee includes a designated financial expert (Dr. Allen) and all members meet independence, with Benson as member .
Equity Ownership
| As of Record Date (June 6, 2025) | Class A Shares | % of Class A | Class V Shares | % of Class V | Notes |
|---|---|---|---|---|---|
| James P. Benson | — | — | — | — | Proxy table shows dashes for Benson; no beneficial ownership reported |
| ESGEN LLC (managed by Benson among others) | 4,035,817 | 17.7% | 1,500,000 | 5.7% | Managers (including Benson) disclaim beneficial ownership absent pecuniary interest |
- Section 16 compliance: Late filings were disclosed for LHX Intermediate, Cannon Holbrook, and ESGEN LLC; Benson is not mentioned among late filers .
Governance Assessment
- Strengths:
- Independence affirmed under Nasdaq rules; serves on both Audit and Compensation committees, indicating Board trust in his governance capability .
- Strong energy finance background and network that can enhance oversight of capital allocation and strategic transactions .
- High investor support in 2025 election (47.33M for; minimal withholds), supporting director legitimacy .
- Watch items / potential conflicts:
- Benson is a manager of ESGEN LLC, a notable shareholder; while beneficial ownership is disclaimed absent pecuniary interest, this interlock warrants ongoing monitoring of related-party considerations and independence in decisions involving ESGEN LLC .
- Director compensation in 2024 appears uneven: equity grants disclosed for three peers (Allen, Bush, Jacobs) but not for Benson, and no cash fees disclosed; assess if future cycles normalize compensation structure and ownership alignment across all independent directors .
- Committee cadence:
- Board and committee meeting frequencies suggest active oversight; audit committee meeting count is inconsistently reported (6 vs. 7), but directors met at least 75% of assigned meetings, indicating baseline engagement .
Additional Context from 2025 Shareholder Meeting
| Proposal | Result | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Election of Director – James P. Benson | Elected | 47,329,779 | 6,926 | — | 299,811 |
| Nasdaq 20% Rule approval | Approved | 41,798,306 | 5,528,389 | 10,010 | 299,811 |
| Auditor (Grant Thornton LLP) | Ratified | 47,604,351 | 27,624 | 4,541 | — |
| Adjournment authority | Approved | 47,550,794 | 78,207 | 7,515 | — |
Notes on Related Party Transactions and Controls
- Related party transactions primarily involve the CEO (White Horse Energy leasing companies) and SPAC/transaction-related sponsor matters; Audit Committee reviews and approves related person transactions per policy .
- Internal control weaknesses were identified historically (material weaknesses), with auditor change in 2024; Audit Committee maintains oversight over remediation, independence, and reporting .
RED FLAGS
- Interlock/ownership: ESGEN LLC managerial role coupled with significant holdings may pose perceived conflict risk; independence is formally affirmed, but disclosure and recusals should be monitored in any ESGEN-related matters .
- Compensation consistency: Absence of disclosed 2024 director equity award for Benson while peers received stock grants raises alignment comparability questions; future proxy disclosures should clarify director compensation uniformity and rationale .
- Control environment: Prior material weaknesses in internal controls highlight the importance of Audit Committee vigilance; Benson’s role on Audit Committee is critical in remediation oversight .
References
- 2025 DEF 14A Proxy Statement filed June 24, 2025: Board composition, independence, committees, compensation, ownership, related-party transactions .
- 8-K Item 5.07 filed August 8, 2025: 2025 annual meeting voting results .